Walgreens Boots Alliance Files 8-K with Multiple Material Events

TL;DR

WBA filed an 8-K detailing major corporate events - agreements, asset changes, and potential listing issues.

AI Summary

Walgreens Boots Alliance, Inc. filed an 8-K on August 28, 2025, reporting several material events. These include the entry into and termination of material definitive agreements, completion of asset acquisitions or dispositions, and potential changes in listing status. The filing also addresses modifications to security holder rights, changes in control, and departures/appointments of officers and directors.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in Walgreens Boots Alliance's business structure or financial arrangements, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing mentions termination of agreements, potential delisting, and changes in control, which could signal underlying business challenges or significant strategic shifts.

Key Players & Entities

• Walgreens Boots Alliance, Inc. (company) — Filer of the 8-K
• 0001193125-25-190603 (accession_number) — Accession number for the filing
• 20250828 (date) — Date of the report

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value WBA The Nasdaq Stock Mark
• $3.00 — idiaries (the "Divested Assets"), up to $3.00 per Divested Asset Proceed Right, as fu
• $11.45 — converted into the right to receive (i) $11.45 in cash, without interest thereon and s
• $8.25 billion — the Merger Agreement was approximately $8.25 billion. The funds used by Parent to consummate

Filing Documents

• d87240d8k.htm (8-K) — 69KB
• d87240dex31.htm (EX-3.1) — 9KB
• d87240dex32.htm (EX-3.2) — 61KB
• d87240dex41.htm (EX-4.1) — 20KB
• d87240dex42.htm (EX-4.2) — 20KB
• d87240dex43.htm (EX-4.3) — 21KB
• d87240dex991.htm (EX-99.1) — 6KB
• d87240dex992.htm (EX-99.2) — 7KB
• 0001193125-25-190603.txt ( ) — 421KB
• wba-20250828.xsd (EX-101.SCH) — 4KB
• wba-20250828_def.xml (EX-101.DEF) — 14KB
• wba-20250828_lab.xml (EX-101.LAB) — 23KB
• wba-20250828_pre.xml (EX-101.PRE) — 15KB
• d87240d8k_htm.xml (XML) — 7KB

01

Item 1.01. Entry into a Material Definitive Agreement. Divested Asset Proceed Rights Agreement Pursuant to the Merger Agreement, on the date of consummation of the Merger, the Company, Parent, certain other Parent Entities, the Sale Committee (as defined in the Divested Asset Proceed Rights Agreement (as defined below)), the Shareholder Representative (as defined in the Divested Asset Proceed Rights Agreement) and Equiniti Trust Company, LLC, as rights agent entered into a divested asset proceed rights agreement (the "Divested Asset Proceed Rights Agreement") governing the terms of the Divested Asset Proceed Rights (as defined below). At the effective time of the Merger (the "Effective Time"), the Company's stockholders (including the Specified Holders (as defined in the Merger Agreement)) are entitled to receive one Divested Asset Proceed Right per share of Company Common Stock (as defined below), in accordance with the terms and conditions of the Merger Agreement. Each Divested Asset Proceed Right entitles its holder to receive its share of 70% of the net proceeds from any monetization of the Company's equity or debt interests in Village Practice Management Company Holdings, LLC and its subsidiaries (the "Divested Assets"), up to $3.00 per Divested Asset Proceed Right, as further set forth in the Divested Asset Proceed Rights Agreement the form of which is attached as Exhibit A to the Merger Agreement included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

02

Item 1.02. Termination of a Material Definitive Agreement. Effective as of August 28, 2025, all outstanding amounts and obligations under (i) that certain Three-Year Revolving Credit Agreement, dated as of August 9, 2023 (as amended, modified, extended, restated, replaced, or supplemented prior to the date hereof), by and among the Company, as borrower, the institutions from time to time party thereto as lenders and Bank of America, N.A., as administrative agent, (ii) that certain Five-Year Revolving Credit Agreement, dated as of June 17, 2022 (as amended, modified, extended, restated, replaced, or supplemented prior to the date hereof), by and among Walgreens Boots Alliance, Inc., as borrower, the institutions from time to time party thereto as lenders, the L/C Issuers (as defined therein) from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and (iii) that certain Receivables Financing Agreement, dated as of April 24, 2025 (as amended, modified, extended, restated, replaced, or supplemented prior to the date hereof), by and among Wilmot Retail, LLC, as borrower, Walgreen Co., as servicer, the institutions from time to time party thereto as lenders and PNC Bank, National Association, as sole swingline lender and administrative agent were repaid, all outstanding commitments thereunder were terminated and all related security interests and liens were released.

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. Pursuant to the Merger Agreement, at the Effective Time: (i) Each share of the Company's common stock, par value $0.01 per share ("Company Common Stock"), issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock that were held by the Company as treasury stock or owned by Parent, Merger Sub or any other affiliate thereof, or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law), was automatically converted into the right to receive (i) $11.45 in cash, without interest thereon and subject to all applicable withholding (the "Per Share Cash Consideration"), and (ii) one divested asset proceed right issued by Parent or one of its affiliates subject to and in accordance with the Divested Asset Proceed Rights Agreement (each, a "Divested Asset Proceed Right" and, collectively with the Per Share Cash Consideration, the "Per Share Consideration"). (ii) Each share of Company Common Stock that was held by the Company as treasury stock or owned by Parent, Merger Sub or any other affiliates thereof, in each case, immediately prior to the Effective Time, was automatically cancelled for no consideration. (iii) Each then-outstanding Company stock option ("Company Stock Option") for which the exercise price per share was less than the Per Share Cash Consideration was automatically cancelled and converted into the right to receive, without interest and less applicable tax withholding, (a) an amount in cash equal to the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (y) the excess, if any, of (A) the Per Share Cash Consideration over (B) the exercise price per share of such Company Stock Opti

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. In connection with the consummation of the Merger, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") on August 28, 2025 that each issued and outstanding share of Company Common Stock as of immediately prior to the Effective Time (except as described in Item 2.01) was cancelled and converted, at the Effective Time, into the right to receive the Per Share Consideration pursuant to the Merger Agreement as described under Item 2.01 and that the Company's 2025 Notes and 2.125% 2026 Notes (each as defined below and together, the "Listed Notes") would be removed from listing on Nasdaq, and Nasdaq filed a Form 25 with the SEC to remove the Company Common Stock and Listed Notes from listing on Nasdaq and deregister the Company Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company Common Stock and Listed Notes ceased trading on the Nasdaq effective prior to the opening of trading on August 28, 2025. After effectiveness of the Form 25, the Company intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Company Common Stock and Notes under the Exchange Act and suspend the Company's reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

03

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. In connection with the consummation of the Merger, each issued and outstanding share of Company Common Stock as of immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was cancelled and converted, at the Effective Time, into the right to receive the Per Share Consideration pursuant to the Merger Agreement as described under Item 2.01. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Per Share Consideration. In connection with the transactions contemplated by the Merger Agreement, on July 22, 2025, Merger Sub launched cash tender offers (collectively, the "Tender Offer") to purchase any and all of the Company's outstanding (1) 3.600% senior notes due 2025 (the "2025 Notes"), (2) 2.125% senior notes due 2026 (the "2.125% 2026 Notes"), (3) 3.450% notes due 2026 (the "3.450% 2026 Notes"), (4) 8.125% notes due 2029 (the "2029 Notes"), (5) 3.200% notes due 2030 (the "2030 Notes"), (6) 4.500% senior notes due 2034 (the "2034 Notes"), (7) 4.800% senior notes due 2044 (the "2044 Notes"), (8) 4.650% notes due 2046 (the "2046 Notes") and (9) 4.100% notes due 2050 (the "2050 Notes"), and any and all of Walgreen Co.'s outstanding 4.400% notes due 2042 (the "2042 Notes" and, together with the 2025 Notes, the 2.125% 2026 Notes, 3.450% 2026 Notes, the 2029 Notes, the 2030 Notes, the 2034 Notes, the 2044 Notes, the 2046 Notes, and the 2050 Notes, the "Notes"). Concurrently with the Tender Offer, Merger Sub solicited consents (collectively, the "Consent Solicitation") (i) from holders of the 2025 Notes, the 2.125% 2026 Notes, the 2034 Notes and the 2044 No

01

Item 5.01. Changes in Control of Registrant. The information set forth in the Introductory Note and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company's equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $8.25 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity investments by funds affiliated with Sycamore Partners, an affiliate of Parent and Merger Sub, debt financing from certain financial institutions, and certain reinvestment transactions by Mr. Stefano Pessina and certain entities affiliated with Mr. Pessina, pursuant to the Reinvestment Agreement (as described in the Merger Agreement).

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the "Board") and the committees of the Board on which they served, if any, immediately prior to the Effective Time: Stefano Pessina, Timothy C. Wentworth, Ginger L. Graham, Janice M. Babiak, Inderpal S. Bhandari, Bryan C. Hanson, Robert L. Huffines, Valerie B. Jarrett, John A. Lederer, Thomas E. Polen, Nancy M. Schlichting and William H. Shrank, M.D. Effective upon completion of the Merger, the following persons became directors of the Company: Stefano Pessina, Stefan Kaluzny and Kevin Burke. Effective upon completion of the Merger, the following named executive officers of the Company voluntarily resigned from all of their respective positions with the Company and its subsidiaries: Timothy C. Wentworth and Mary Langowski. Effective upon completion of the Merger, Mike Motz was appointed as Chief Executive Officer of Walgreen Co. ("Walgreens"), which will operate as a private standalone company.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03. Effective upon consummation of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference. Effective upon consummation of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.

01

Item 8.01. Other Events. In addition, on August 28, 2025, the Company and Sycamore Partners issued a joint press release announcing the completion of the Merger and Walgreens issued a press release announcing the appointment of Mike Motz as Chief Executive Officer. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 Agreement and Plan of Merger, dated as of March 6, 2025, by and among Blazing Star Parent, LLC, Blazing Star Merger Sub, Inc. Walgreens Boots Alliance, Inc. and the other parties thereto (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 10, 2025). 3.1 Third Amended and Restated Certificate of Incorporation of Walgreens Boots Alliance, Inc. 3.2 Second Amended and Restated Bylaws of Walgreens Boots Alliance, Inc. 4.1 First Supplemental Indenture, dated as of August 4, 2025, by and between Walgreen Co. and Computershare Trust Company, N.A, as trustee. 4.2 First Supplemental Indenture, dated as of August 4, 2025, by and between Walgreens Boots Alliance, Inc. and Computershare Trust Company, N.A, as trustee. 4.3 Second Supplemental Indenture, dated as of August 4, 2025, by and between Walgreens Boots Alliance, Inc. and Computershare Trust Company, N.A, as trustee. 99.1 Press Release, dated as of August 28, 2025. 99.2 Press Release, dated as of August 28, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WALGREENS BOOTS ALLIANCE, INC. Date: August 28, 2025 By: /s/ Lanesha Minnix Name: Lanesha Minnix Title: Executive Vice President, Global Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR